Scope and Subject of the Contract
1.1. Graphodata Sagl offers software for sale.
1.2. These GTC govern the contractual relationships between Graphodata Sagl and customers who use its services and products. These GTC apply from the conclusion of the contract.
Conclusion of the Contract and Delivery
2.1. The customer orders the product via the order forms provided by Graphodata Sagl on the website or by other means, including in writing or by email.
2.2. The offers of Graphodata Sagl are non-binding. The contract is only concluded upon the explicit acceptance of the order by Graphodata Sagl. The same applies to supplements, changes, or additional agreements.
2.3. Cost estimates may be exceeded by up to 15%. In the case of service and development contracts, a written commitment regarding deadlines and prices is considered a non-binding target deadline/price rather than a binding commitment, as unforeseen delays and price changes may occur.
2.4. All prices are exclusive of the applicable VAT on the day of delivery.
2.5. If programs are included in the delivery, the buyer is granted a simple, unrestricted right of use, meaning they may not copy or allow others to use them. A multi-use right requires a special written agreement. In the event of a violation of these usage rights, the customer is fully liable for any resulting damage.
Delivery and Performance Time
3.1. All delivery agreements must be in writing. Delivery deadlines start from the date of order confirmation by Graphodata Sagl. All delivery obligations are subject to timely self-supply by Graphodata Sagl. Partial deliveries and partial services are permitted.
3.2. Delivery delays do not apply in cases where circumstances make delivery significantly more difficult or impossible, such as operational disruptions, force majeure, strikes, etc., regardless of whether they occur at the supplier’s own business, its suppliers, or subcontractors. In such cases, the customer cannot claim damages for delay or non-performance.
3.3. In the event of a delivery or performance delay not attributable to Graphodata Sagl, Graphodata Sagl is entitled to postpone delivery or performance for the duration of the hindrance plus a period of two months or to withdraw from the contract entirely or partially for the unfulfilled part.
3.4. If the delay in delivery is attributable to Graphodata Sagl, the customer is only entitled to withdraw from the contract, excluding any claims for damages.
Shipping and Transfer of Risk
4.1. All risks pass to the buyer as soon as the goods are handed over to the transport carrier or leave the warehouse of Graphodata Sagl for shipment. For shipments to Graphodata Sagl, the sender bears all risks, particularly transport risks until the goods arrive at Graphodata Sagl, as well as all transport costs.
4.2. Invoices are payable in advance, unless otherwise agreed. A payment is only considered complete when the agreed amount has been credited to the account of Graphodata Sagl.
4.3. If the buyer fails to meet their payment obligations, Graphodata Sagl is entitled to withdraw from the delivery contract without prior notice. The same applies if Graphodata Sagl becomes aware of circumstances that question the customer’s creditworthiness.
Warranty and Support
5.1. Graphodata Sagl guarantees that the product functions substantially in accordance with the product description at the time of delivery.
5.2. Graphodata Sagl does not provide support for the installation or use of the software unless expressly agreed in writing.
5.3. The customer is obliged to report any obvious defects in writing immediately upon receipt of the product. Otherwise, the product is considered accepted.
5.4. In the case of a justified defect complaint, Graphodata Sagl has the right to rectify the defect within a reasonable period or to provide a defect-free product.
5.5. Further warranty claims are excluded unless the defect is due to gross negligence or intentional misconduct by Graphodata Sagl.
Liability Disclaimer
6.1. The services are provided on an “as-is” and “as-available” basis. Graphodata Sagl strives to keep the services accessible but does not guarantee uninterrupted availability.
6.2. To the extent permitted by law, Graphodata Sagl disclaims all express or implied warranties regarding the services and their use, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
6.3. Graphodata Sagl does not guarantee or represent the accuracy or completeness of the content of the services or the content of linked websites or mobile applications, nor does it accept any liability for (1) errors, inaccuracies, or omissions in content and materials, (2) personal injury or property damage resulting from access to or use of the services, (3) unauthorized access to or use of secure servers and/or stored personal or financial information, (4) any interruption or cessation of transmission to or from the services, (5) any bugs, viruses, Trojan horses, or similar that may be transmitted by third parties through the services, and/or (6) any errors or omissions in content and materials or for any loss or damage of any kind resulting from the use of content published, transmitted, or otherwise made available through the services.
6.4. Graphodata Sagl does not warrant, guarantee, or take responsibility for products or services advertised or offered by third parties through the services, a hyperlinked website, or a website or mobile application displayed in any banner or other advertising, nor is it responsible for monitoring transactions between customers and third-party providers of products or services. The user is solely responsible for transactions with third parties.
6.5. Graphodata Sagl is not liable for direct or indirect damages, consequential damages, exemplary damages, incidental damages, special damages, or punitive damages, including lost profits, lost revenues, data losses, or other damages resulting from the use of the services.
6.6. Graphodata Sagl does not guarantee the error-free nature or functionality of the products. Liability for damages resulting from errors or defects in the software is expressly excluded.
6.7. The customer agrees that the use of the services is at their own risk. Graphodata Sagl is not liable for damages resulting from the use of the services.
6.8. This exclusion of liability does not apply if Graphodata Sagl has fraudulently concealed a defect or has assumed a guarantee for the quality of the software.
6.9. Claims for damages due to breach of contract, tort, organizational fault, or fault in contract conclusion are only liable if Graphodata Sagl acted with intent or gross negligence.
Jurisdiction and Applicable Law
7.1. The exclusive place of jurisdiction is Lugano. Swiss law applies, excluding conflict-of-law rules of private international law.
Final Provisions
8.1. Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. Any side agreements, changes, or additions to these GTC must be made in writing.